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EXHIBIT 5.1
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THOMPSON
HINE & FLORY P.L.L.
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Attorneys at Law
BRUSSELS, BELGIUM TEL (513) 443-6600
CINCINNATI, OHIO FAX (513) 443-6635
CLEVELAND, OHIO 2000 COURTHOUSE PLAZA NE attorney@thf.com
COLUMBUS, OHIO P.O. BOX 8801
PALM BEACH, FLORIDA DAYTON, OHIO 45401-8801
WASHINGTON, D.C.
WRITER'S DIRECT
DIAL NUMBER:
(513) 443-6775
January 12, 1995
The Duriron Company, Inc.
3100 Research Boulevard
Dayton, Ohio 45420
Gentlemen:
We have acted as counsel to The Duriron Company, Inc., an
Ohio corporation (the "Company"), in connection with the issuance of shares of
the common stock, $1.25 par value per share ("Share"), of the Company under the
Durametallic Corporation 1991 Stock Option Plan, as amended (the "Option
Plan"), and the Durametallic Corporation Executive Incentive Bonus Plan, as
amended (the "Bonus Plan" and, with the Option Plan, the "Plans"), and the
preparation of Post-Effective Amendment No. 1 on Form S-8 to the Company's
Registration Statement on Form S-4 (Registration No. 33-62527) being filed
with the Securities and Exchange Commission in connection therewith.
Please be advised that we have examined such proceedings
and records of the Company, and have made investigation of such other matters,
as in our judgment permits us to render an informed opinion on the matters set
forth herein. Based upon the foregoing, it is our opinion that:
(i) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of New York,
with full power to issue and sell the Shares pursuant to the Plans;
and
(ii) The Shares which may be issued under the Bonus Plan and
upon the exercise of options granted under the Option Plan have been
duly authorized and, when issued by the Company pursuant to the Bonus
Plan or issued or sold by the Company upon the exercise of options
granted under the Option Plan (and payment of the exercise price with
respect thereto), such Shares will be legally issued, fully paid and
non-assessable.
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THOMPSON, HINE AND FLORY
Securities and Exchange Commission
January 12, 1996
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We consent to the use of this opinion as an exhibit to Post-Effective
Amendment No. 1 on Form S-8 to the Company's Registration Statement on Form S-4
with respect to the Plans and to the use of our firm name, and the statements
made with respect to us, appearing under Item 5 of Part II of such
Post-Effective Amendment No. 1.
Very truly yours,
/s/ Thompson Hine & Flory P.L.L.
DAN2549.AMT